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[The scene opened up inside Malware. A black backgroudn with red swirls and orbs all around. An unconscious Ben was floating through the Mechamorph. There was a white flash. There was a white flash, and Ben was seen standing in front of his house.]

Ben: Wha- I'm home? How'd I get here?

[Ben turned around and saw the Rustbucket pull up. Out of it stepped a young version of both Gwen and Ben.]

Young Gwen: I like school but, we'd probably learn more with Grandpa Max.

Teen Ben: Oh great, more time travel.

Young Gwen: Go on, say it. [imitating Ben] "Oh, you like school? What a dweeb!"

[In Young Ben's silence, Gwen turned to him, concerned. Max approached, with Teen Ben taking a step back.]

Teen Ben: G-Grandpa?

Max: You've been quiet, kiddo.

[Young Ben walked away from both of them towards the house, looking down as he went.]

Young Ben: Yeah... I guess.

Max: You've been through a lot the past few days. Go on in and rest up. You'll feel better.

[Young Ben walked past Teen Ben and into the house, not even noticing his future self who was watching him.]

Young Gwen: Grandpa, is Ben gonna be okay?

Max: Yeah... just give him time.

[As Young Ben walked into the house, he nonchalantly walked past Azmuth on the arm of the couch that the hero laid down on.]

Azmuth: I come 76,000 light years and I don't even get a formal greeting?

Young Ben: Oh. Hey, Azmuth.

[Teen Ben looked just as depressed as Young Ben, then his eyes widened with realization.]

Teen Ben: Wait, I remember this. But... from a lower angle.

[Azmuth approached Young Ben.]

Azmuth: So, how is my greatest invention? You haven't blown it up or dropped it in the toilet or anything?

Young Ben: No. I guess not.

Azmuth: You know, you've been doing an awful lot of winning since you took posession of my Omnitrix.

Young Ben: So?

Azmuth: So, you don't learn anything when you win, Ben Tennyson.

[Both Bens looked at Azmuth.]

Azmuth: Losing this transformation you call Feedback was hard, wasn't it?

[Young Ben sat up.]

Young Ben: Yeah. It felt like he was a part of me.

Azmuth: [walking away] Well, you can let that one loss define you from now on, then... [turns back] Or you can learn from it.

[Teen Ben looked at Azmuth as he left.]

Young Ben: Did you?

Teen Ben: Huh?

[The background changed back to Malware.]

Teen Ben: You can see me now?

Young Ben: Did you learn from it?

Teen Ben: Yeah, that losing bites.

Young Ben: Oh...

[Teen Ben knelt down and put his hand on the shoulder of his younger self.]

Teen Ben: Look, I don't think there's any takeaway from our big fail back then.

Young Ben: Guess you're still mad at me, huh?

Teen Ben: Dude, no, I'm mad... [sighs, stands up] You know what? Maybe I gotta forgive you... slash me.

Young Ben: You do?

Teen Ben: Yeah. We're not losers. Beating ourselves up is just doing a favor for Malware and everyone else we go up against. So from now on, let's save the beatdowns for the bad guys. Deal?

[Teen Ben put out his Omnitrix hand. Young Ben did the same. As they grabbed each other's hands, Young Ben's appearance changed to that of Feedback, and then changed into yellow energy, going into the Omnitrix. Teen Ben's eyes widened, then the Omnitrix started to flash yellow.]

Omnitrix: Alien DNA sample acquired. Conductoid transformation now available.

[Activating the Omnitrix, Ben saw Feedback's hologram. Smiling widely, he pressed down on the core. Outside Malware, on the surface of Galvan Mark II, Galvan soldiers were firing weapons at Malware, who blasted down a whole village with his optic beam. Galvan civilians ran, along with Kevin, who was covered in red armor from Way Big's body. Suddenly, a charge of bluish white energy shot out of Malware's forehead. Feedback slowly made his way out of Malware.]

Kevin: Uh... Ben?

Feedback: Hey everyone! Did you miss me?

[Malware reached up and tried to grab Feedback, who jumped off and used his energy to slow his fall as he landed next to Kevin. Malware looked down.]

Malware: The Conductoid? How pathetic. I destroyed you once before, and I'm a hundred times more powerful now!

[Malware shot an optic beam down at Feedback, who simply put out his antennae and absorbed it.]

Feedback: Now I remember why I like this guy! Feedback rules!

[As Feedback finished absorbing it, he blasted it back out at Malware, who was seemingly unaffected by it. Feedback then jumped up and propelled himself with his energy. Malware attempted to swat him away, only for Feedback to land on his arm, shooting energy up at his face. Malware shot another optic blast, sending Feedback falling into a pond of water with Kevin falling back. Kevin got up, and heard whining. He turned, and saw Zed, formerly Khyber's dog, stuck between rubble.]

Kevin: Aw, poor, dumb mutt.

[Feedback got out of the water.]

Feedback: I'm not making a dent in this creep, and sooner or later, I'm gonna run out of gas.

[A loud boom was heard. Feedback looked up, and saw Galvanic Mechamorphs raining from the sky towards Malware. As they landed on him, Malware's body broke apart.]

Malware: No! This cannot be! I destroyed you all!

[Parts of Malware's body began to fall to the ground. Kevin got the rubble off of Zed who then made a noise in gratitude.]

Kevin: You're welcome.

[Kevin looked up and saw Malware being destroyed.]

Kevin: Whoo! Yeah! That's more like it!

[Zed pushed Kevin out of the way, preventing him from being crushed by a piece of Malware.]

Kevin: Good doggy.

[The pieces of Malware then changed into the Galvanic Mechamorphs. Malware came tumbling down in his normal form, then stood up, right across from Feedback.]

Feedback: There's gotta be some way to take this chump out once and for all.

Azmuth (voice): Might I suggest these?

[Feedback turned, and saw a pyramid-shaped structure with Galvanic Mechamorph circuitry on it being sat down behind Azmuth by Gwen's magic.]

Feedback: The Mechamorphs, that was you?

Azmuth: One the Helixes were repaired, it was a small matter to re-energize the Mechamorphs. And I believe there's more than enough energy remaining for your purposes.

[Feedback plugged his antannae into the Helix.]

Feedback: Let's turn on the power!

Malware: ​[running towards Ben] Curse you, Ben Tennyson!

[Malware lifted his cannon arm, aiming it at Feedback. Malware fired his canon as Feedback shot energy that he absorbed from the Helix. Their beams collided, Feedback's easily overtaking Malware's as it hit him. Malware screamed as he was turned to a grey statue of himself, seemingly breaking away from his former appearance. Feedback crashed to the ground as he changed back into Ben. Kevin, Rook, and Gwen approached him.]

Ben: Now that was a total rush.

Azmuth: Well, I hope your time as the Conductoid was enough for you to have closure.

[The group looked to the sound of Azmuth's voice. He approached them, and jumped up onto Ben's left shoulder.]

Ben: What do you mean?

[Azmuth simply pointed at the Omnitrix. Ben lifted his Omnitrix arm, and Azmuth climbed down to the device. Azmuth fiddled with the device for a moment, and then jumped down from Ben.]

Azmuth: Because, for the time being, that was the last of Feedback.

Ben: Wait, hold up. You locked him again after I just got him back?!

Azmuth: Indeed.

[Seemingly in a fit of denial, Ben pressed the Omnitrix without looking, attempting to change into Feedback, only to change into Chromastone instead.]

Azmuth: Try as much as you like, you won't turn into him.

[Chromastone angrily grabbed Azmuth and lifted him up.]

Chromastone: Why the hell would you do that?!

Azmuth: As if your reaction isn't reason enough?

[Chromastone realized how hard he was holding Azmuth and loosened his grip a bit, letting Azmuth stand on his palm.]

Azmuth: The Conductoid transformation is comparable to a euphoric drug. A drug, Benjamin, that you abused, and must face the consequences of doing so.

Chromastone: Hasn't going years without Feedback been enough of a consequence?

Azmuth: Is that how drugs and their abusers are treated on Earth? Spending a few years off of it is enough to let someone have their, as you would call it, "fix" back?

Gwendolyn: Absolutely not.

Chromastone: This doesn't concern you, Gwendolyn.

[Gwendolyn was taken aback by Chromastone's remark, especially referring to her by Gwendolyn rather than Gwen. Kevin approached Chromastone, placing a hand on his shoulder.]

Kevin: You're not gonna win this fight, Ben. Let it go.

Chromastone: It doesn't concern you, either, Kevin. [looks over at Rook] Or you, Blonko.

Azmuth: You're just continuing to prove my point.

[Chromastone looked down at Azmuth.]

Azmuth: Maybe one day you can prove you're responsible enough to use the Conductoid in a way other than to satisfy your craving over the adrenaline rush that comes with it. But as it stands now, you haven't seemed to have learned a thing from having lost him.

Chromastone: I don't recall any punishment for having lost Ghostfreak.

Azmuth: The Ectonurite? Why would I punish you for that? It was a fault of the prototype Omnitrix, not you.

Chromastone: It's not my fault Feedback is a drug, either.

Azmuth: But it is your fault in how you use him! If you want to regain the transformation at all, I'd advise against trying to defend your addiction.

[Azmuth jumped off of Chromastone's hand and began walking away. A green flash was seen behind him. Azmuth turned to see Chromastone had changed into Grey Matter.]

Grey Matter: Fine. If you won't unlock him, I'll just do it myself.

[Azmuth calmly approached.]

Azmuth: You're going to attempt to use your Galvan form, which was not sampled from mine or Albedo's DNA, to remove the lock on the transformation, a lock added by not only the smartest being in several galaxies, but the creator of the Omnitrix itself?

[Grey Matter's confidence diminished and Azmuth grinned.]

Azmuth: Good luck with that. I could easily rid you of the device entirely, making it even try. Your willpower, on the other hand... Well, that was only something Maxwell could keep in check, wasn't it?

[Clearly hurt, Grey Matter transformed back into Ben, who stormed off.]

Gwendolyn: Was that really necessary?

Azmuth: Unfortunately. He's been rather reckless without his grandfather. It may hurt him, but it seems to be the only way to keep him in check.

Major Events[]

  • Ben defeats Malware.
  • Ben temporarily gains access to Feedback, but Azmuth then locks him again as punishment for Ben having lost him in the first place.
  • Gwen Tennyson, Kevin Levin, Max Tennyson, Azmuth, Zed, and Malware first reappear.
  • Feedback, Chromastone, and Grey Matter reappear.


  • Ben Tennyson
  • Rook Blonko
  • Gwen Tennyson
  • Kevin Levin
  • Azmuth
  • Zed


  • Malware

Aliens Used[]

  • Feedback (first reappearance)
  • Chromastone (first reappearance, accidental transformation, selected alien was Feedback)
  • Grey Matter (first reappearance)


  • This episode focuses on the events of Showdown Part 2.
  • Rather than Ben unlocking Feedback by forgiving himself, he unlocks Feedback because his DNA was floating around in Malware after all this time, as Malware absorbed him to kill him five years prior.
  • This marks the first time Ben refers to Rook by his actual name, Blonko, as "Rook" is his surname, his species havng an east Asian-style naming system.
  • The Earth-2018 events of the Alien Force episode, Max Out, are referenced, with Azmuth referring to Max's death having occured in this timestream's version of the episode, rather than him having just been transported to the Null Void like in the original. This is also referenced with Ben's reaction to seeing Max in his flashback.